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FORM 8.5 (EPT/NON-RI) | |||||||
PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY AN | |||||||
EXEMPT PRINCIPAL TRADER WITHOUT RECOGNISED INTERMEDIARY ("RI") STATUS | |||||||
(OR WHERE RI STATUS IS NOT APPLICABLE) | |||||||
Rule 8.5 of the Takeover Code (the "Code") | |||||||
1. | KEY INFORMATION | ||||||
(a) | Name of exempt principal trader: | | BARCLAYS CAPITAL SECURITIES LTD | ||||
(b) | Name of offeror/offeree in relation to whose | | KEYWORDS STUDIOS PLC | ||||
| relevant securities this form relates: | | |||||
(c) | Name of the party to the offer with which exempt | KEYWORDS STUDIOS PLC | |||||
| principal trader is connected | | | ||||
(d) | Date position held/dealing undertaken: | | 03 Sep 2024 | ||||
(e) | In addition to the company in 1(b) above, is the exempt principal | NO | | | |||
| trader making disclosures in respect of any other party to the offer? | | | ||||
2. | POSITIONS OF THE EXEMPT PRINCIPAL TRADER | ||||||
(a) | Interests and short positions in the relevant securities of the offeror or offeree | | |||||
| to which the disclosure relates following the dealing (if any) | | |||||
Class of relevant security: | 1p ordinary | ||||||
| Interests | Short Positions | |||||
| Number | (%) | Number | (%) | |||
(1) | Relevant securities owned | | | | | ||
| and/or controlled: | | | 2,423,523 | 3.01% | 83,147 | 0.10% |
(2) | Cash-settled derivatives: | | | | | ||
| and/or controlled: | | | 80,585 | 0.10% | 2,406,773 | 2.99% |
(3) | Stock-settled derivatives (including options) | | | | | ||
| and agreements to purchase/sell: | | | 0 | 0.00% | 0 | 0.00% |
| | | | | | | |
| TOTAL: | | | 2,504,108 | 3.11% | 2,489,920 | 3.09% |
(b) | Rights to subscribe for new securities (including directors and other executive | | |||||
| options) | | | | | | |
Class of relevant security in relation to | | | | | |||
which subscription right exists | | | | | |||
Details, including nature of the rights | | | | | |||
concerned and relevant percentages: | | | | | |||
3. | DEALINGS (IF ANY) BY THE EXEMPT PRINCIPAL TRADER | ||||||
(a) | Purchases and sales | | | | | | |
Class of relevant | Purchase/sale | Total number of | Highest price per unit | Lowest price per unit | |||
security | | securities | paid/received | paid/received | |||
1p ordinary | Purchase | 134,879 | 24.2739 GBP | 24.2183 GBP | |||
1p ordinary | Sale | 76,709 | 24.2400 GBP | 24.2200 GBP | |||
| | | | | | | |
(b) | Cash-settled derivative transactions | | |||||
Class of | Product | Nature of dealing | Number of | Price per | |||
relevant | description | | reference | unit | |||
security | | | securities | | |||
1p ordinary | SWAP | Decreasing Short | 56,417 | 24.2200 GBP | |||
1p ordinary | SWAP | Decreasing Short | 1,852 | 24.2292 GBP | |||
1p ordinary | SWAP | Decreasing Short | 530 | 24.2398 GBP | |||
1p ordinary | SWAP | Decreasing Short | 15,324 | 24.2400 GBP | |||
1p ordinary | SWAP | Increasing Short | 1,132 | 24.2200 GBP | |||
1p ordinary | SWAP | Increasing Short | 475 | 24.2400 GBP | |||
1p ordinary | SWAP | Increasing Short | 99 | 24.2419 GBP | |||
1p ordinary | SWAP | Increasing Short | 473 | 24.2444 GBP | |||
1p ordinary | SWAP | Increasing Short | 840 | 24.2446 GBP | |||
1p ordinary | SWAP | Increasing Short | 1,068 | 24.2511 GBP | |||
1p ordinary | SWAP | Increasing Short | 713 | 24.2619 GBP | |||
1p ordinary | SWAP | Increasing Short | 4,397 | 24.2739 GBP | |||
1p ordinary | CFD | Increasing Short | 112,474 | 24.2200 GBP | |||
1p ordinary | CFD | Increasing Short | 5,624 | 24.2418 GBP | |||
1p ordinary | CFD | Increasing Short | 1,852 | 24.2419 GBP | |||
1p ordinary | CFD | Increasing Short | 2,077 | 24.2571 GBP | |||
1p ordinary | CFD | Increasing Short | 359 | 24.2613 GBP | |||
| | | | | | | |
(c) | Stock-settled derivative transactions (including options) | | |||||
(i) | Writing, selling, purchasing or varying | | |||||
Class | Product | Writing, | Number | Exercise | Type | Expiry | Option |
of | description | purchasing, | of | price | | date | money |
relevant | | selling, | securities | per unit | | | paid/ |
security | | varying etc | to which | | | | received |
| | | option | | | | per unit |
| | | relates | | | | |
| | | | | | | |
| | | | | | | |
(ii) | Exercising | | | | | | |
Class of relevant | Product description | Exercising/ exercised against | Number of | Exercise price per | |||
security | | | securities | unit | |||
| | | | | |||
| | | | | | | |
(d) | Other dealings (including subscribing for new securities) | | |||||
Class of relevant | Nature of Dealings | Details | Price per unit (if | ||||
security | | | applicable) | ||||
| | | | ||||
4. | OTHER INFORMATION | ||||||
(a) | Indemnity and other dealings arrangements | | |||||
Details of any indemnity or option arrangement, or any agreement or understanding, | | | |||||
formal or informal, relating to relevant securities which may be an inducement to deal | | | |||||
or refrain from dealing entered into by the exempt principal trader making the disclosure and any party | | ||||||
to the offer or any person acting in concert with a party to the offer: | | | | ||||
NONE | |||||||
(b) | Agreements, arrangements or understandings relating to options or derivatives | | |||||
Details of any agreement, arrangement or understanding, formal or informal, between | | | |||||
the exempt principal trader making the disclosure and any other person relating to: | | | |||||
(i) the voting rights of any relevant securities under any option; or | | | | ||||
(ii) the voting rights of future acquisition or disposal of any relevant securities to which | | | |||||
any derivative is referenced: | | | | | | | |
NONE | |||||||
(c) | Attachments | | | | | | |
Is a Supplemental Form 8 (Open Positions) attached? | NO | ||||||
Date of disclosure: | 04 Sep 2024 | ||||||
Contact name: | Large Holdings Regulatory Operations | ||||||
Telephone number: | 020 3134 7213 | ||||||
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